Partnership ILA Template

Collaborative Services Agreement Template

This Agreement is entered into between [Organization] a municipal corporation, hereafter referred to as [Name]; [Local Government], a municipal corporation, hereafter referred to as [Name]; and [Anytown Prepares], a 501C3 nonprofit corporation, hereafter referred to as [Name].

RECITALS

1. [Name], [Name], and [Name] have resources to support emergency preparedness planning in [Location].

2. The parties believe that collaboration would provide the highest level of service with the least duplication and cost and allow for the completion of functions by combining resources

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and benefits contained herein, it is agreed between the parties as follows:

1. Purpose and Scope of Agreement.  The purpose and scope of this Agreement is to formally establish a framework to implement a coordinated and collaborative system for emergency preparedness and response in [Location]. Each Party shall retain full independent authority for and jurisdiction over all matters not specifically addressed in this Agreement.

2. Collaborative Responsibilities

   1. [Name] will provide staffing and resources to support the responsibilities set forth in Exhibit A as amended by the Parties from time to time. 

   2. [Name] will provide staffing and resources to support the responsibilities set forth in Exhibit B as amended by the Parties from time to time.

   3. [Name] will provide staffing and resources to support the responsibilities set forth in Exhibit C as amended by the Parties from time to time.

3. Coordination of Responsibilities.

   1. Each Party will designate an individual administrator “Administrator” to oversee each Party’sies participation in this Agreement and to communicate with each Party’s governing board. The Administrator’s must unanimously agree on all decisions requiring Administrator approval.

   2. The Administrators shall establish a formal operations plan and organizational Chart further defining each Party’s role and responsibility in the provision of emergency preparedness services. (to be completed by [Date] and will be reviewed and updated bi-annually).

   3. The Administrators shall meet on an as needed basis and may amend the Exhibits to this Agreement when agreed by each Party’s Administrator.

   4. This Agreement does not alter the current command structure or organizational responsibilities of any Party. However, this Agreement will allow for joint decision-making by the Administrators to agree to modify command structures or organizational responsibilities relating to emergency preparedness and the responsibilities outlined in the Exhibits.

4. Funding of Collaborative Responsibilities.

   1. The Parties will establish an annual budget that identifies each Party’ies financial and in kind contributions for each calendar year and the manner and method by which the funding and in kind services will be provided.  The budget shall be prepared in time to permit each Party to include any appropriations in its own budget and shall be approved by each Party’s designated Administrator. Such budget may be amended from time to time during the year if approved by the unanimous consent of the Administrator’s. (In general, expenses related to specific teams will paid for by their sponsoring organization).  

5. Term.  This Agreement shall be effective on [Date] and shall continue until terminated in the manner set forth below. 

6. Termination. 

   1. Either Party may terminate this Agreement at any time without cause upon thirty (30) days’ prior written notice to the other Parties.

7. Personnel. 

   1. Each Party shall allow its employees and volunteers to perform functions as assigned by the Parties to accomplish the purposes of this Agreement.

   2. Each Party’s personnel, whether paid or volunteer, who provide services under this Agreement shall remain personnel of the Party providing the personnel and shall not be considered personnel of the other Parties. The providing Party shall, at all times, be solely responsible for the conduct of its personnel in performing the services called for in this Agreement and shall be solely responsible for all compensation, benefits and insurance for its personnel.

8. Resources: This Agreement allows for the collaborative acquisition, use, and management of property and equipment, “Resources”. Prior to commingling any Resources under this Agreement, all equipment and property with a value of more than $1,000.00 used in the performance of this Agreement shall be appropriately marked and inventoried by the contributing Party. Ownership of Resources shall remain with the Party that purchases or provides the Resource.  This Agreement does not provide for jointly owned resources. The acquisition of any jointly owned resources shall be addressed by  separate agreement. 

9. Insurance.

   1. Each Party shall each provide and maintain suitable commercial general liability and auto liability insurance policies to protect it from casualty losses by reason of the activities contemplated by this Agreement. The limits of liability for each coverage shall be at least $2,000,000 each occurrence. Each Party shall provide the other Parties with a Certificate of Liability Insurance or Evidence of Coverage. Participation of any Party in a state recognized municipal insurance pool shall constitute compliance with this requirement.

10. Indemnification and Hold Harmless. Each Party agrees to defend, indemnify, and hold harmless the other Partiesy and each of its employees, officials, agents, and volunteers from any and all losses, claims, liabilities, lawsuits, or legal judgments arising out of any negligent or willfully tortious actions or inactions by the performing Party or any of its employees, officials, agents, or volunteers, while acting within the scope of the duties required by this Agreement. This provision shall survive the expiration of this Agreement. It is further specifically and expressly understood that the indemnification provided herein constitutes each Party’s waiver of immunity under industrial insurance, Title 51 RCW, solely to carry out the purposes of this indemnification clause.  The parties further acknowledge that they have mutually negotiated this waiver. 

11. Dispute Resolution. 

    1. Prior to any other action, the Parties shall meet and attempt to negotiate a resolution to such dispute.

    2. If the parties are unable to resolve a dispute regarding this Agreement through negotiation, either any of the Parties may demand mediation through a process to be mutually agreed to in good faith between the parties within 30 days. The parties shall share equally the costs of mediation and each Party shall be responsible for their own costs in preparation and participation in the mediation, including expert witness fees and reasonable attorney’s fees.

    3.  If a mediation process cannot be agreed upon or if the mediation fails to resolve the dispute then, within 30 calendar days, either Party may submit the dispute to arbitration according to the procedures of the Superior Court Rules for Mandatory Arbitration, including the Local Mandatory Arbitration Rules of the [Location] Superior Court, as amended, unless the parties agree in writing to an alternative dispute resolution process. The arbitration shall be before a disinterested arbitrator selected pursuant to the Mandatory Arbitration Rules with both parties sharing equally in the cost of the arbitrator.  The location of the arbitration shall be mutually agreed or established by the assigned Arbitrator, and the laws of [State] will govern its proceedings.  Each Party shall be responsible for its own costs in preparing for and participating in the arbitration, including expert witness fees and reasonable attorney’s fees. 

    4. Following the arbitrator’s issuance of a ruling/award, either Party shall have 30 calendar days from the date of the ruling/award to file and serve a demand for a bench trial de novo in the [Location] Superior Court.  The court shall determine all questions of law and fact without empanelling a jury for any purpose. If the Party demanding the trial de novo does not improve its position from the arbitrator’s ruling/award following a final judgment, that Party shall pay all costs, expenses and attorney fees to the other Party, including all costs, attorney fees and expenses associated with any appeals.  

    5. Unless otherwise agreed in writing, this dispute resolution process shall be the sole, exclusive and final remedy to or for either Party for any dispute regarding this Agreement, and its interpretation, application or breach, regardless of whether the dispute is based in contract, tort, any violation of federal law, state statute or local ordinance or for any breach of administrative rule or regulation and regardless of the amount or type of relief demanded.  

12. Miscellaneous

    1. Non-Exclusive Agreement.  The parties to this agreement shall not be precluded from entering into similar agreements with other municipal corporations.

    2. Service Limitation. The Services provided under this Agreement by the Fire Department and the City represent an extension and expansion of services the Fire Department and City owe to the public in general. Neither Party intends to create a special relationship or duty to the other Parties or to the public served by any Party. 

    3. Non-Waiver of Breach.  The failure of either any Party to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements, or options, and the same shall be and remain in full force and effect.

    4. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the [State].

    5. Assignment.  Any assignment of this Agreement by either any Party without the prior written consent of the non-assigning Parties shall be void.  If the non-assigning Parties gives its their consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent.

    6. Modification.  No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each Party and subject to ratification by the legislative body of each Party.

    7. Compliance with Laws.  Each Party agrees to comply with all local, federal, and state laws, rules, and regulations that are now effective or in the future become applicable to this Agreement.

    8. Entire Agreement.  The written terms and provisions of this Agreement, together with any Exhibits attached hereto, shall supersede all prior communications, negotiations, representations or agreements, either verbal or written of any officer or other representative of each Party, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. 

    9. Severability.  If any section of this Agreement is adjudicated to be invalid, such action shall not affect the validity of any section not so adjudicated.

    10. Interpretation. Any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in interpreting this Agreement.  The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any Party.

    11. Notice.  All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary.  Any written notice hereunder shall become effective upon personal service or three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing.

    12. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement.

Exhibit A—[Name] Responsibilities

Overview: 

• Participate in monthly Partnership Executive Team Meetings. 

• Support Ready Your Street (RYS) Support for CPR/AED training requests (organize, schedule & provide training as requests come to [Name]).

• Respond to, schedule and perform RYS Support for Wildfire Mitigation Walkthrough requests

• Develop, schedule, and provide Community Wildfire Mitigation Outreach and. related projects.

• Schedule and provide annual dumpster/debris removal project. 

• Participate in annual Day of Preparedness. 

• Provide support for community AED updates in PulsePoint.

• Provide communication and coordination for MRC.

• Provide storage space for MRC at [Location].

• Share costs for annual Volunteer Appreciation Dinner.

  
  

Exhibit B—[Name] Responsibilities

Overview:

• Provide support for various teams: volunteer recruitment, plan review, team engagement, supply requests, training and exercises. 

• Provide trailer support: organization, supply checks, inventory. 

• Participate in monthly Partnership Executive Team Meetings. 

• Participate in quarterly Team Leads Meetings. 

• Provide community event support as determined by the administrator.

• Provide Severe Weather Shelter support. 

• Provide MRC leadership (lead for state/federal MRC grants, participation in statewide MRC group)

• Provide ongoing support of teams assigned in the organizational chart. 

• Maintain website and technology infrastructure. 

• Provide community outreach through blog, newsletter, social media accounts.

• Facilitate Team Leads meetings

• Facilitate Local & Regional MRC Conference Calls & Coordination.

Exhibit C—[Name] Responsibilities

Overview: 

Overarching: emergency notification (Nixle), EOC readiness, staff preparedness, neighborhood preparedness and community outreach, supply caches (Severe Weather Shelter & Disaster Hubs), TsunamiReady/StormReady designation, CEMP, Severe Weather Shelter activation, transportation/evacuation assistance, training & exercises, volunteer credentialing (lead agency), mission requesting from the state

• Activate EOC.

• Manage ANixle notifications 

  • Team-specific contact groups

• Manage volunteer credentialing.

• Manage volunteer database.

• Issue mission # requests and manage volunteer scheduling. 

• Provide community event support

• Manage CEMP & related plans: ongoing review and updates. 

• Manage Disaster Hub, DMC, CRC supply caches and trailers. 

• Facilitate monthly Partnership Executive Team Meetings. 

• Facilitate quarterly Ready Your Street Captains Meetings. 

• Facilitate bi-annual EMAC Meetings. 

• Act as Severe Weather Shelter lead. 

• Provide ongoing team support.

• Develop and maintain MOUs with Hubs.

• Provide community outreach through mocial Media, newsletters

• Provide support for teams: volunteer recruitment, plan review, team engagement, supply requests, training and exercises